SpeakEasy Software LLC Terms and Conditions of Use Agreement
1. Permitted Uses of the Service
2. Creating an Account
If you create an account on our Service, the following terms apply: (i) You may only create and hold one account that you are solely responsible for managing; (ii) You may only create, accept, and share Content on the Service for your own use and benefit and sharing with End Users from your personal contacts; (iii) You may only share Content with End Users from your own personal contacts; (iv) You must safeguard your password and supervise the use of your account, and understand and agree that you are responsible for your own use and the use of your account by anyone you allow to access it; (v) With respect to information you submit to the Service, all such information is accurate, true, current and complete; and (vi) Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person.
If you violate any of these limitations we may terminate your account and, without limitation, you may forfeit any pending or unredeemed offers in your account.
3. Terms of the Content
Content created, accepted and shared through our Service as a SpeakEasy account holder are specific offers from participating Merchants. The offers in Content are redeemable by End Users for certain discounts or rebates on goods or services offered by the Merchant identified in the specific offer. The Merchant agrees that it is solely responsible for honoring and fulfilling any offer in the Content. The Merchant is the party making the offer and is fully responsible for fulfilling all obligations created by the Content and for any and all injuries, illnesses, damages, claims, liabilities and costs (“Liabilities”) any party may suffer, directly or indirectly, in full or in part, related to the use or redemption of (or the inability to use or redeem) an offer included in any Content. Each Agent and End User hereby waives and releases SpeakEasy and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any Liabilities arising from or related to any act or omission of a Merchant in connection with your use of or an End User's inability to use any Content or the goods/services associated with such Content.
SpeakEasy is merely a platform that facilitates the communication of certain Content from Merchants to Agents, and each Merchant is the sole issuer of its Content. SpeakEasy cannot control whether a Merchant will honor offers in every instance, and accordingly cannot guarantee or be responsible for any claims arising out of a Merchant’s refusal to honor or fulfill an offer included in any Content. If a Merchant refuses to honor any offer, SpeakEasy is not responsible for that Merchant’s conduct, and SpeakEasy will not refund or pay any amount lost due to the Merchant not honoring the offer.
4. Your Conduct on the Service
The Service may contain certain features that allow for Users to interact with each other via a “chat” function. All information, data, text, software, graphics, commentary, video, messages, or any other materials submitted by using the Service’s “chat” functions (collectively, “Data”), is the sole responsibility of the User from whom such Data originated. You are wholly responsible for all Data downloaded, uploaded or otherwise transmitted via any of the Services by you. SpeakEasy will not monitor or access any Data, provided that SpeakEasy may have access to Data solely as necessary to address bugs or make improvements to the Service. SpeakEasy hereby disclaims, and you hereby release SpeakEasy from, all Liabilities related to any Data provided by you or any User, including but not limited to the loss of, or inability to access, any Data. We will fully cooperate with law enforcement authorities in investigating suspected lawbreakers, including complying with court orders or lawful requests or demands to preserve or produce Data pursuant to applicable local, state or federal laws. Any Data delivered by you or to you using the Service is subject to preservation and/or production by us upon such lawful requests.
SpeakEasy is designed to facilitate the communication of Content from Merchants to Agents and allow Agents to personalize messages to selected End Users. Agents decide whether or not to share any certain Content with their selected End Users. ANY USERS WHO DECIDE TO SHARE CONTENT VIA SMS TEXT MESSAGE REPRESENT AND WARRANT THAT EACH PERSON SENT CONTENT VIA SMS TEXT MESSAGE HAVE PREVIOUSLY CONSENTED TO RECEIVE SMS TEXT MESSAGES FROM THE USER.
Any text messages sent and/or received are subject to standard text messaging rates. Additionally, text messages sent and/or received count towards a monthly quota as any other messages do. Any User, whether sending or receiving text messages, should be aware that standard text messaging rates may apply. Text messaging rates can normally be found by asking your provider.
5. Availability of the Service
You acknowledge that there may be interruptions in the Service or events that are beyond our control. While we use reasonable efforts to keep the Service functioning and accessible, the Service may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Service access may be interrupted, suspended or terminated. SpeakEasy retains the right in our sole discretion to deny service, or access to the Service, to anyone or any account, at any time and for any reason. Because we do not control the security of the Internet or other networks you use to access the Service or communicate with us, we cannot be, and are not responsible for, the security of information that you choose to communicate with SpeakEasy and the Service while it is being transmitted. In addition, SpeakEasy is not responsible for any data lost during transmission.
6. Ownership, Copyrights and Trademarks
The content and information on this Service, as well as the assets used to provide the Service, are proprietary to SpeakEasy. You agree not to modify, copy, distribute, transmit, publicly display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products or services obtained from or through the Service. ANY COPYING, DISTRIBUTING, TRANSMITTING, PERFORMING, REPRODUCING, PUBLISHING, DEEP-LINKING, OR OTHERWISE MODIFYING OF ANY PART OF THE SERVICE WITHOUT THE PRIOR WRITTEN PERMISSION OF SpeakEasy IS PROHIBITED. Any violation of this requirement may result in copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
This Service, the offers and their content contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photographs, video, graphics, sound, trademarks, service marks, trade names and logos, and those elements are protected by copyright and trademark laws of the United States. Such copyrights and trademarks belong to SpeakEasy and/or its Merchants and other vendors, ALL RIGHTS RESERVED. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content of the Service, in whole or in part, without our prior written consent. You may download, print, and/or save copyrighted material for your personal use only, and you are granted a limited license to do so.
SpeakEasy encourages our Users to use the feedback form on our Service to provide information about the User’s experience using the Service, which will enable us to improve the Service. This includes any suggestions pertaining to new products, services or vendors to add to our list of Merchants. We will not provide any compensation for any ideas or suggestions User's submit, but they may make the Service better or more useful for you and other Users.
8. Websites of Others
The Service and certain offers may contain links to websites maintained by Merchants and other third parties. These links are provided solely as a convenience to you and not because we control, endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such MERCHANT AND OTHER third party websites or the privacy practices of those websites. If you decide to access websites maintained by MERCHANTS OR other THIRD parties, you do so at your own risk.
9. Disclaimer of Warranty
YOU EXPRESSLY AGREE THAT USE OF THIS SERVICE IS AT YOUR SOLE RISK. NEITHER SPEAKEASY, ITS SUBSIDIARIES, AFFILIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SERVICE OR ANY CONTENT, OR (II) THE ACCURACY, COMPLETENESS, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES, PRODUCTS OR CONTENT PROVIDED THROUGH THE SERVICE. THE SERVICE AND ALL CONTENT AND OTHER INFORMATION CONTAINED ON THE SERVICE, AND ANY CONTENT OR RELATED PRODUCTS AND SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SERVICE ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPEAKEASY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE CONTENT OR OTHER INFORMATION CONTAINED ON THE SERVICE, OR ANY CONTENT OR RELATED PRODUCTS OR SERVICES ACCESSIBLE OR AVAILABLE THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability
IN NO EVENT SHALL SPEAKEASY, ITS SUBSIDIARIES OR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, BE LIABLE TO YOU FOR ANY DAMAGE TO, LOSS OF, OR THEFT OF YOUR MOBILE PHONE, TABLET OR OTHER MOBILE DEVICE WHEN USED IN CONNECTION WITH CONTENT. WE CANNOT BE HELD RESPONSIBLE FOR HOW THIRD PARTIES OUTSIDE OF THE CONTROL OF SPEAKEASY HANDLE PERSONAL PROPERTY.
NOTWITHSTANDING THE FOREGOING, SOME OF THE EXCLUSIONS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU, AS SOME JURISDICTIONS MAY NOT ALLOW IT.
11. Choice of Law
12. Mandatory Arbitration
13. No Class Actions
TO THE EXTENT ALLOWED BY LAW, YOU AND SPEAKEASY WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
15. No Jury Trial
The parties hereby expressly waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above, including without limitation any claim that any such litigation has been brought in an inconvenient forum.
17. Indemnification and Release
You are solely responsible for your interactions with SpeakEasy and other Users of the Service. To the fullest extent permitted under applicable laws, you hereby release SpeakEasy from any and all claims or Liabilities related to any offer, product or service of a Merchant, any action or inaction by a Merchant, including but not limited to a Merchant’s failure to comply with applicable law and/or failure to abide by or honor the terms of the offer.
19. Digital Millennium Copyright Act ("DMCA") Notice
Materials may be made available via this Service by third parties not within our control. We are under no obligation to, and do not, scan content used in connection with the Service for the inclusion of illegal or impermissible content. However, SpeakEasy respects the intellectual property of others, and we require that you and all of our other users to do the same. It is our policy not to permit materials known by us to infringe another party's copyright to remain on the Service.
If you believe any materials on this Service infringe a copyright, you should provide us with written notice that at a minimum contains: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
All DMCA notices should be sent to our designated agent as follows:
David A Cain
SpeakEasy Software LLC
709 Pike Street, Suite 2
Covington, KY 41011
Correspondence should be directed to: email@example.com